Utena Tenjou is a schoolgirl in the eighth grade of Ohtori Academy. She has the strange memory that, when she was very young, she met a mysterious "prince" and was given a ring with a rose signet. One day, Utena finds guys are making fun of a love letter somebody posted, and she finds it was written by her best friend, Wakaba, for the captain of Kendo Club, Saionji. For the sake of her best friend, Utena challenges Saionji to a duel. Then, Saionji tells her to come to the forest of the Duel Arena.

Winning the duel with Saionji, Utena is now the Victor of the Duel and is to be "engaged" to the Rose Bride, who is Anthy. Next day, Utena and Anthy start living together in a dorm. Saionji, who is actually really in love, asks Anthy to get back on good terms with him, but Anthy refuses. Then, he challenges Utena to a rematch. Feeling the whole thing is just crazy, Utena decides to lose the Duel on purpose.

Utena unintentionally unleashed the Power of Dios in the last Duel with Saionji, which attracted Touga's interest in her. Touga sends Utena a dress for the upcoming ball. On the other hand, Touga's sister, Nanami, thinks her brother likes Anthy, and in a fit of jealousy, she sends Anthy a water-dissolvable dress.

Utena and Miki are about to begin a duel. The rest of the episode and the following one are flashback to show what has caused this duel. Miki often plays a particular tune on the piano. He says he cannot truely play the tune as he wishes because he has lost a "glow". Nanami thinks that Miki likes Anthy, and from jealousy, she tries to tease and razz her. Taking advantage of that, Miki makes a good friend of Anthy, and then Utena. Finding Anthy and Utena got poor grades in the previous math exam, Miki offers to tutor them. However, Nanami won't leave them alone.

In the tune Anthy just casually played, Miki found a "glow" that he had been seeking. He has a twin sister, Kozue, who used to play a tune with a "glow". However, she does not play the piano anymore because (he thinks) of his fault. Miki wishes to protect Anthy's "glow" in her tune; however Anthy tells him that, because she is the Rose Bride, by the Rose Signet Code, she must obey the Victor of the Duel, or Utena at the moment. She even says that, if Utena told her not to play the piano anymore, she would not. Since he thinks it is his own fault that he lost Kozue's "glow" in the past, not to lose a "glow" again, Miki challenges Utena to a duel and tries to set Anthy free and protect her with his own hands

Lately, someone has been trying to take Nanami's life. Overhearing a conversation between Anthy and her brother Touga, Nanami misunderstands that Touga is the one who is trying to kill her. After that, someone saves Nanami out of a danger and she falls in love with him, who turns out to be a young boy. Nanami asks him to be her boyfriend, but she does not seem to know the difference between a lover and a henchman.

Juri believes there are no miracles. In the past, she secretly loved someone, but she couldn't win the person's heart. She thinks if there were miracles, she could have achieved her love. One day, Juri talks with Utena, and she gets enraged by Utena's words that she believes in miracles for the destiny between her "prince" and herself. Juri challenges Utena to a duel and tells her to show that there are miracles by defeating Juri by a miracle.

Somehow, Anthy's curry and rice explodes and that shock switches Utena and Anthy's personalities. Now Utena is feminine while Anthy is tomboyish. The cause of the incident seems to be Nanami's practical joke, trying to mix in the curry the "100X Curry, an Indian Specialty Hot Enough to Make You Breathe Fire". which has mistakenly been replaced with the "Super Spicy 900 Billion X Curry, So Hot It Will Blast You to Smithereens and Make Phantom Elephants Trumpet Loudly". Scolded by her brother, Nanami flies to India to obtain more of the same spice.

In the Kendo Dojo, Saionji and Touga are fighting a Kendo duel. Touga defeats Saionji by a narrow margin. Utena hears from Saionji that they has fought hundreds of duels in the last ten years. Saionji also tells Utena that he wants to win the duels and take Anthy to the midair castle above the Arena. A memory crosses his mind about that raining day when he was a young boy... One day, he receives a letter from the Ends of the World, in which they say the castle will fall down to the Arena today. On the other hand, Utena gets a phone call from someone and he says Anthy is being kidnapped at the Forest of the Arena.

Taking the Rose Bride to the Arena without a duel besides inflicting a wound to Touga, Saionji is now expelled from school. Nanami blames Utena for Touga's wound. Utena apologizes, but Nanami doesn't forgive her. A memory crosses her mind that she gave a kitten to Touga as a birthday present when they were very young, and later, from jealousy she killed the kitten. At Touga's birthday party, Utena brings a bunch of flowers to express her gratitude. But Nanami is very upset. Touga suggests them fighting a duel on the Arena by the code of the

Having observed the last five duels, Touga is now positive that he has completed collecting sufficient data to defeat Utena. Touga has been implying to Utena that he is the prince she has been looking for. One day, in the rose garden, Touga shows Utena that he is her prince in concrete terms. However, he challenges Utena to a duel. Believing that Anthy wants to quit being the Rose Bride, become an ordinary girl, and make many friends, Utena decides to beat her prince for Anthy's sake.

Utena was defeated. But the real shock for her was not the fact that she was defeated, but the fact that from Touga's explanation, she learned that Anthy was just playing the role of the bride around Utena, which means Anthy pretended she wanted to quite the bride, become an ordinary girl, and make many friends, *because* Utena, or the Victor of the Duel, so wished. Utena now loses herself. Wakaba, although she knows nothing about what's going on with Utena, she tries to cheer her up. Gradually, Utena gets back to herself. Utena goes to the rose garden to see Touga. Touga thinks she's come to accept his date offer. However, she challenges him to a duel.

In this episode, we review episodes 1 through 12 with Ohtori Akio's monologue (In the next episode, we will learn he is Anthy's brother). When he appears in the Arena, the midair castle falls down. Akio talks to Dios sleeping in the castle. He calls each of Utena's duels as follows: 1. friendship (amitie); 2. choice (choix); 3. reason (raison); 4. love (amour); 5. adoration (adoration); 6. conviction (conviction); 7. self (soi). Akio says Utena might be the one they (Akio and Dios?) have been looking for. At this rate, she could reach to the duel called "revolution" and Dios could be released.

Utena meets Anthy's brother, Akio. Akio has been engaged to Ohtori Kanae whose father is the chairman of the board of trustees of Ohtori Academy. Her father is deceased, so Akio is the acting chairman. Mikage Souji is a twelfth grader who organizes Mikage Seminar, aka the Black Rose Association. He is such a genius that he even writes papers for professors. The building of Mikage's office is called Nemuro Memorial Hall, where it is said that one hundred boys were buried alive long ago. Chida Mamiya has a right to become the Rose Bride. Mikage says he will do whatever it takes to make Mamiya the Rose Bride, and will obtain the Power of Dios and the eternal secret. Mikage says the End of the World admitted Mikage and Mamiya. They say they need a duelist good enough to beat Utena. In the elevator of Nemuro Memorial Hall, Kanae confesses she is suffering. She can't get along with Anthy no matter how hard she tries. Taking advantage of that, Mikage makes her a Black Rose Duelist.

Mikage and Mamiya figure that they can make use of the Student Council members to make duelists strong enough to defeat Utena. They say they were defeated just because they couldn't control their minds, not because of their skills. They say if they arrange someone whose mind they can control and make him/her draw the sword and skill from a student council member, then maybe it is possible to make a duelist and have him/her defeat Utena by mind-controlling.

Nanami holds a party to show off her designer's brand pendant. However, Juri shows up with a more gourgeous pendant. Luckily for Nanami, a packet comes for Nanami and according to Juri and Miki, the designer's brand is the top class. Nanami decides to wear it. However, the thing appears to be just a cowbell. Not knowing what a cowbell is for, from then on, Nanami is always wearing it and showing it off. Other people are aware of it, but can't bring themselves to tell her the truth. What's worse, Nanami is gradually turning into a cow because of the curse of the cowbell.

Shiori, who Juri got a secret crush on, has transferred back to Ohtori Academy. Juri, however, is so cold to her. Shiori thinks the reason is that she took a guy she thought Juri had a crush on away from her. But Juri tells her that she didn't even care about that. Shiori wonders then whose picture is in Juri's locket. One day, Juri finally decides to throw her locket away. However, someone picks it up and puts it in Shiori's dorm room so that Shiori will find what's inside. Now Shiori knows that Juri has been suffering from the secret crush on her. Shiori feels relieved from the sense of inferiority that she has been suffering from and struggling to get over with for a long time. Besides, she even feels a sense of superiority to Juri. However, she is also upset with the way Juri has been looking at her. "I understand." says Mikage to Shiori "I suppose you have no choice but to revolutionize the world. The way before you has been prepared."

Tsuwabuki has still been serving Nanami as if he were her servant. Tsuwabuki's friend, Mari, isn't happy with him for being like that. She says Tsuwabuki is just being taken advantage of because he is just a child. Later, he begins to realize that he is treated as a child by Nanami. He wishes he were Nanami's age. Tsuwabuki asks Utena what he has to do to become a grown-up. Utena says it is probably to experience various things. Tsuwabuki tries to "experience various things" by watching kiss-scenes in films. Mari makes a fun of him, saying it is obvious that one who has experienced a real kiss is more grown up than one who has seen a hundred kiss-scenes. Tsuwabuki tries to do it with Mari and gets slapped. Nanami witnesses. When she asks him about the affair, Tsuwabuki realizes that he is treated as a child after all. At Nemuro Memorial Hall, he confesses that he wishes to grow up right now. Mikage takes advantage of him.

One day, Utena receives a love-letter from a guy. And the guy turns out to be Wakaba's childhood friend, Tatsuya, who she calls "Onion Prince". The reason why she named him "Onion Prince" is that when they were very young and she was made fun of her hair as "Onion Headed", he helped her out as "Onion Prince" (but the flashback doesn't look like...). Gradually, Utena figures out that Wakaba is still in love with him. Utena tells Wakaba to be more honest. Besides, Utena also finds that Tatsuya is actually still in love with Wakaba and the reason why he sent Utena a love-letter is to get close to Wakaba. Then Utena tells Tatsuya that it's worth confessing his feelings to Wakaba because Utena is sure that they are both in love with each other. Now what's left is that Tatsuya confesses to her on the hill with the legendary tree. So far such a beautiful story! However...

Lately, Wakaba has been acting so brisk. And she goes home straight right after school. Actually, Wakaba has a secret at home. She is hiding Saionji, who got expelled from school. Since she has a secret crush on him, she is so happy with him. Besides, Wakaba feels so special of herself, being with a kind of special guy. However, she knows this life with Saionji won't last so much longer. She thinks once he returns to school, he won't even remeber her at all. Saionji is making a hair ornament for Wakaba to show his gratitude. Mikage suddenly appears before Saionji and makes a deal that Saionji will return to school. What Mikage wants Saionji to do in return, was to give the hair ornament to Anthy. Seeing Anthy wearing the hair ornament, Wakaba realizes that Saionji's mind has always been with Anthy and she can never be special. At Nemuro Memorial Hall, Wakaba confesses that she wants to beat special people.

The reason why Nanami's followers, Keiko, Yuuko, and Aiko, are with her even though Nanami is so bad-natured, is that they all have crush on her brother, Touga. One day, Nanami throws a party to cheer up Touga, who hasn't been himself ever since he was beaten by Utena. At the party, Nanami orders Keiko to go to school and do some Student Council paper work for her. Keiko didn't get to attend the party. Keiko realizes that unlike Nanami and Touga, she is in such a low-society that she will never get Touga to look at her. One day, Keiko finds Touga walking in the rain without an umbrella. Keiko gets him under her umbrella. Nanami happens to see it. After this, Nanami tells Keiko that she never knew there was a bad bug so close to her. Nanami says she will exterminate this bad bug, i.e. Keiko. Keiko consults at Nemuro Memorial Hall and she confesses her feelings.

There is only one black rose left now. Akio is wondering if Mikage will finally fight Utena himself. But instead of fighting, Mikage decides to include Utena in his side, and asks Utena to join his Mikage Seminar, but Utena turns it down. Mikage talks about Nemuro Memorial Hall, where Mikage now holds his seminar. Decades ago, there was a professor called Professor Nemuro, who was doing some research at the hall. One day, there was a fire, and the hall burned down, which took away 100 lives of his students.

Mikage asks Utena to join his seminar again, actually trying to include her in his side, the Black Rose Association. This time, to convince her, he also offers himself as a consultant so that Utena can ask him when Utena or her friends have any problem. Thinking about Anthy's Rose Bride problem, Utena decides to see Mikage. But at Nemuro Memorial Hall, Utena finds photographs of Duelists, Kozue, Shiori, Wakaba, and others. Utena notices that Mikage is behind this whole thing. Utena challenges Mikage to a duel.

Tsuwabuki heroicly rescues Nanami and ends up spending time in the infirmary. While he is recovering Utena and Anthy have an usual opportunity to read a secret diary he's been keeping on Nanami. But when Nanami's schemes are uncovered chaos arises and the bashful Tsuwabuki can't do anything to stop it.

Anthy and Utena move out of their dorm and into the right wing of the chairman's office so Anthy and Akio can be closer to each other. Then suddenly Saionji comes back to duel!